X0303 4 2010-04-15 0001081206 China TransInfo Technology Corp. CTFO 0001398569 Xia Shudong 9TH FLOOR, VISION BUILDING NO. 39 XUEYUANLU, HAIDIAN DISTRICT BEIJING F4 100191 CHINA 1 1 1 0 CEO and President Common Stock, par value $0.001 per share 2010-04-15 4 J 0 3561290 D 6005242 I Held by Karmen Investment Holdings Limited Common Stock, par value $0.001 per share 2010-04-15 4 J 0 500000 A 500000 D Common Stock, par value $0.001 per share 2010-04-15 4 G 0 500000 D 0 D Prior to the transactions reporting herein, the Reporting Person owned 68% of East Action Investment Limited, a British Virgin Islands company ("East Action"), which, in turn owned 100 percent of Karmen Investment Holdings Ltd., a British Virgin Islands company ("Karmen"), which, in turn, owned a total of 9,566,532 shares of the common stock of the Company, par value $0.001 per share ("Common Stock"). Since the Reporting Person controlled East Action and thereby indirectly controlled Karmen, the Reporting Person was deemed to beneficially own 100% of the shares of Common Stock held by Karmen even though the Reporting Person did not have economic rights to 32% of those shares which economic rights were held by Danxia Huang, Zhibin Lai, Zhiping Zhang and Mao Pan (collectively, the "Other Shareholders"). For footnote 2, please see Explanation of Responses. As a result of the transactions described above, Karmen, which is wholly-owned by East Action of which the Reporting Person is now a 100% shareholder. Mr. Xia may be deemed to be a beneficial owner of the shares of Common Stock held by Karmen. The Reporting Person tendered 2,613 ordinary shares of East Action to East Action for redemption. On April 15, 2010, pursuant to the Redemption Agreement, East Action transferred 500,000 shares of the Common Stock of to the Reporting Person, which the Reporting Person gifted to Mr. Shufeng Xia immediately. On March 22, 2010, the Board of Directors of Karmen adopted resolutions relating to the distribution 3,561,290 shares of the Common Stock held by Karmen to its sole shareholder, East Action. The purpose of the distribution was to allow East Action to then distribute those shares to Mr. Xia and the Other Shareholders. In the case of the Other Shareholders, the distribution constituted their entire economic interest in Company Common Stock that was held by East Action and Karmen and allow the Other Shareholders to hold those shares directly instead of indirectly through East Action and Karmen. Accordingly, on March 22, 2010, East Action entered into a redemption agreement (the "Redemption Agreement") with all of the Other Shareholders, pursuant to which, the Other Shareholders tendered an aggregate of 16,000 ordinary shares, par value $1.00 per share, of East Action in exchange for an aggregate of 3,061,290 shares of the Common Stock. In addition, pursuant to the Redemption Agreement, East Action redeemed 2,613 ordinary shares from Mr. Xia in exchange for 500,000 shares of the Common Stock, which Mr. Xia then gifted as described in note (4) below. /s/ Shudong Xia 2010-04-19